ex10_2.htm


     

    
       Exhibit
10.2 

       CONSULTING
SERVICES AGREEMENT 

      


       THIS CONSULTING SERVICES AGREEMENT
(the “Agreement”) is made and entered into on this 31 day of October, 2006,
by and between China Fruits Corporation  (“Contractor”), a company
incorporated under the Corporation law of the State of Nevada, U.S.A., with its
principal place of business located at Fu Xi Technology & Industry Park, Nan
Feng County Jiang Xi Province, The People’s Republic of China (“PRC”), and Liu
Yong,  with his address at East, 10th Floor,
Mansion A, 89 Zhongshan Avenue West, Tianhe District, Guangzhou, The People’s
Republic of China, postcode 510630.  (Contractor and Consultant being
hereinafter collectively referred to as the “Parties” and generically as a
“Party”). 

      


       WITNESSETH 

      


       WHEREAS,
Consultant is in the business of providing public relation services to and with
respect to U.S. public companies with business operations in the
PRC.  Such services include providing investigative services (non-due
diligence), drafting assistance, translations and distribution coordination with
respect to information disseminated to the investment community ("Information
Services"), consistent with the requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Consultant specifically disclaims any
responsibility for or role or involvement in capital-raising or liquidity
oriented market awareness functions; and 

       

       WhEREAS,
Contractor desires to employ Consultant to perform the Information Services
outlined above, subject to any and all obligations to comply with the
restrictions on dissemination of material inside information contained in
Regulation FD,
Sections 20 and 21A of the Exchange Act, federal and state anti-spamming and
anti-faxing laws, and in compliance with the requirements of Section 17(b) of
the Securities Act of 1933, as amended (the “Securities Act”), and deems it to
be in its best interest to retain Consultant to render to Contractor such
services as may be needed; and 

       

       WHEREAS,
Consultant is ready, willing and able to render such services to Contractor as
hereinafter described on the terms and conditions more fully set forth
below: 

       

       NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows: 

       

       I.           Agreement
to Provide Consulting Services 

       

       A.    1.          Contractor
hereby retains Consultant as an independent contractor to Contractor, and
Consultant hereby accepts and agrees to such retention. 

       

       2.          Consultant
will render to Contractor the services agreed herein as an independent services
consultant. 

       

                          
3.          Consultant will
assist Contractor to provide Information Services pertaining to the Company in
compliance with the restrictions on dissemination of material inside information
pursuant to Regulation FD, Sections 20 and 21A of the Exchange Act, Section
17(b) of the Securities Act, and in compliance with federal and state
anti-spamming and anti-faxing laws. 

       

               4.           Consultant
will develop and implement appropriate plans and means for presenting the
Company and its business plans, strategy and personnel to the financial
community. 

       

       B.1.
It is acknowledged and agreed by Contractor that Consultant carries no
professional licenses and is not rendering legal advice, performing accounting
services or acting as an investment advisor or broker-dealer within the meaning
of applicable state and federal securities laws. 

       

       2. It
is further acknowledged and agreed by Contractor that the services to be
provided to Contractor hereunder are presently not contemplated to be rendered
in connection with the offer and sale of securities in a capital-raising
transaction, such as would require registration as a broker or dealer in
securities under applicable state or federal securities laws. 

       

       3. The
services of Consultant will not be exclusive to Contractor not will Consultant
necessarily be the sole consultant appointed by Contractor. 

       

       II.           Independent
Contractor. 

       

       A.           1.       Consultant
agrees to perform its consulting duties hereto as an “independent contractor” as
that term is defined under the Internal Revenue Code. 

       2.       Nothing
contained herein will be considered as creating an employer-employee
relationship between the Parties to this Agreement. 

       

       B.           The
Parties acknowledge and agree that Consultant shall guarantee to conduct its
operations and provide its services in a professional manner in accordance with
good industry practice and applicable laws. 

       

       III.           Time,
Place and Manner of Performance. 

       

       A.           Consultant
will be available for advice and counsel to Contractor at such reasonable and
convenient times and places as may be necessary or agreed upon. 

       

       B.           Except
as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Consultant to any
specific service, will be determined at the sole discretion of
Consultant. 

       

       IV.           Term
of Agreement. 

       

       A.           This
Agreement is for an initial term of two (2) years from date of full
execution. 

       

       B.           This
Agreement shall commence upon execution of the Agreement by the
Parties. 

       

       C.           This
Agreement may be terminated prior to the end of its initial term by Contractor
for cause, which may include: 

       

       1.           Any
willful breach of duty by Consultant; or 

       

       2.           Any
material breach by Consultant of its obligations under this
Agreement. 

      


      
        	
                 V.   

              	
                 Compensation
      and Expenses. 

              


      

       

       As
compensation for its services pursuant to this Agreement, the Contractor
covenants to grant or cause to be granted to the Consultant one million and five
hundred thousand (1,500,000) common shares of China Fruits Corporation. The
shares granted should be registered via Form S-8. 

       

       VI.           Confidentiality. 

       

       A.           Consultant
recognizes and acknowledges that it has and will have access to certain
confidential information of Contractor and its officers, directors, and
Contractors that are the valuable, special and unique assets and property of
Contractor. 

       

       B.           Consultant
will not, during the term of this Agreement or thereafter, disclose, without the
prior written consent or authorization of Contractor, any of such information to
any person, for any reason or purpose whatsoever. 

       

       C.           In
this regard, Consultant agrees that authorization or consent to disclose by
Contractor may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protection order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative
process. 

       

       VII.           Conflict
of Interest. 

       

       A.           Subject
to its obligation to maintain the confidentiality of Contractor’s confidential
or proprietary information, Consultant will be free to perform services for
other persons. 

       

       B.           1. Consultant
will notify Contractor in writing of its intent to perform services for any
other person when doing so is reasonably possible to conflict with its
obligations under the Agreement. 

       

       2. Upon
receiving such notice, Contractor may terminate this Agreement or consent to
Consultant’s outside consulting activities. 

       

       VIII.          Disclaimer
of Responsibility for Acts of Other Party. 

       

       A.           1. The
obligations of Consultant described in this Agreement consist of the furnishing
of information and advice to Contractor in the form of
services. 

       

       2. In
no event will Consultant be required by this Agreement to represent or make
management decisions for Contractor. 

       

       3. All
final decisions with respect to acts and omissions of Contractor or any
affiliates and subsidiaries, will be those of Contractor or such affiliates and
subsidiaries, and Consultant will under no circumstances be liable for any
expense incurred or loss suffered by Contractor as a consequence of such acts or
omissions. 

       

       B.           Contractor
will not be responsible for policing the actions of Consultant or its agents or
employees, whether or not related to the services provided under this Agreement
but instead, is relying on the directives in this Agreement that all actions
undertaken by Consultant or its agents or employees on behalf of Contractor,
whether under this Agreement or otherwise, will be in lull compliance with all
applicable laws and their implementing rules and regulations, as well as in
compliance with the legally recognized rights of third Parties, whether pursuant
to specific codes, statutes or common law.  Consequently, Contractor
shall not be responsible to anyone for any expense incurred or loss suffered by
it as a consequence of any acts or omissions by Consultant or its agents or
employees. 

       

       IX.           Indemnification. 

       

                    
Consultant will protect, defend, indemnify and hold harmless Contractor and its
assigns and attorneys, accountants, employees, officers and directors harmless
from and against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions, proceedings, costs and expenses (including
reasonable attorneys’ fees) of every kind and character resulting from, relating
to or arising out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by Consultant; or (b) any
legal action, including any counterclaim, based on any representation, warranty,
covenant or agreement made by Consultant herein or (c) gross negligence or
willful misconduct by Consultant. 

       

       X.           Notices. 

       

       A.          All
notices, consents, waivers, or other communications which are required or
permitted hereunder shall be in writing and deemed to have been duly given if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid. All communications shall be addressed to the
appropriate address of each party as follows: 

      


       If to
Contractor:                                                                    If
to Consultant: 

       Attention: CHEN Quan
Long                                                Attention:
Liu Yong 

      
        	
                            
      Fu Xi Technology & Industry Park,  

              	
                                
         East, 10th
      Floor, Mansion A, 

              


      

       Nan
Feng
County,                                                                
89 Zhongshan Avenue West, 

      
        	
                            
      Jiang Xi Province, P. R. China   

              	
                              Tianhe
      District,Guangzhou, 

              


      

      
        	
                  
      

              	
                 P.
      R. China, Postcode 510630 

              


      

      


       B.           For
purposes of notice, the address of each Party will be the address first set
forth above; provided, however, that each Party will have the right to change
its respective address for notices hereunder to another location by giving ten
(10) days advance written notice to the other Party in the manner set forth
above. 

       

       C.           All
such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above. 

       

       XI.           Miscellaneous
Provisions. 

       

       A.           Any
waiver by either Party of a breach of any provision of this Agreement by the
other Party will not operate or be construed as a waiver of any subsequent
breach by any Party. 

       

       B.           This
Agreement and the rights and obligations of Consultant hereunder may not be
assigned without the written consent of the other Party. 

       

       C.           It
is the intention of the Parties that: 

       

       1.
This Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with the laws of the PRC, other
than those pertaining to conflict of law. 

       

       2. In
any action, special proceeding or other proceeding that may be brought arising
out of, in connection with or by reason of this Agreement, the laws of the PRC,
other than those pertaining to conflict of law, will be applicable and will
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction on which any action or special proceeding may be
instituted. 

       

       D.           All
agreements and covenants contained herein are severable and in the event any of
them will be held to be invalid by any competent court, the Agreement will be
interpreted as if such invalid agreements or covenants were not contained herein
and the court will be, and is hereby authorized by the Parties, to craft such
alternative legally enforceable provision in place of the one deemed
unenforceable as will most closely reflect the inferred intent of the
Parties. 

       

       E.           This
Agreement constitutes and embodies the entire understanding and agreement of the
Parties and supersedes and replaces all prior understandings, agreements and
negotiations between the Parties. 

       

            
F.            1. Any
waiver, alteration, or modification of any of the provisions of this Agreement
will be valid only if made in writing and signed by the
Parties. 

       

                           
2. Each Party hereto, may waive any of its rights hereunder without
effecting a waiver with respect to any subsequent occurrences or transactions
hereof 

       

       G.           Any
controversy between the Parties involving any dispute or claim by, through or
under, or the construction or application of any terms, covenants, or conditions
of, this Agreement will, to the extent permitted by law, be held in the PRC, and
all of the Parties executing this Agreement consent to the jurisdiction of such
courts and shall not commence any action relating to this Agreement in any other
jurisdiction. 

       

       H.         
1. This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which taken
together will constitute one and the same instrument. 

       

            
2. a. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a Party hereto will
constitute a valid and binding execution and delivery of this Agreement by such
Party. 

                                     

                                 b. Such
facsimile copies will constitute enforceable original
documents. 

      


      
 

      


       IN
WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement,
effective as of the date set forth above. 

      


      


           For and on
behalf of 

                               China
Fruits Corporation 

      


                                                                      
 /s/ Mr.
Chen Quan
Long                                                                

                                      Mr.
Chen Quan Long 

      


      


          For and on behalf
of 

       

                 /s/ Liu
Yong 

                
Liu Yong